The original complaint charges MBNA and certain of its officers and directors with violations of the Securities Exchange Act of 1934. MBNA is an international financial services company providing lending, deposit, and credit insurance products and services to its customers.
The complaint alleges that on January 21, 2005, the start of the Class Period, MBNA issued the first earnings forecast in the Company's history, projecting an ongoing 12% earnings increase, with a 10% increase in 2005 earnings over 2004's. Defendants said MBNA would make this target because the Company had already drastically reduced its own reliance on insidious no-interest loans, rendering its own loan portfolio more profitable than that of its competitors. Defendants also projected a 20%+ increase in Return on Equity. Defendants' EPS estimate for 2005 was $2.36 per share, which was 10% above the Company's 2004 EPS. These projections were being made nearly one-third of the way into Q1 2005 and would be repeated and detailed at the Company's January 21, 2005 and February 9, 2005 investor conferences. On April 21, 2005, defendants disclosed that MBNA had earned only $0.02 in Q1 2005 -- a 94% decline from the $0.59 per share it reported in Q4 2004 -- and that it was guiding 2005 EPS growth down to "significantly below" its prior 10% growth estimate.
Specifically, the complaint alleges the true facts, which were known by each of the defendants but concealed from the investing public during the Class Period, were as follows: (a) the Company had been experiencing "unexpectedly high payment volumes from U.S. credit card customers" during Q1 2005, reducing managed loans in the quarter "more than in prior years"; (b) of the prepays, the higher interest rate borrowers were prepaying more than the lower interest rate borrowers, resulting in the prepays having a more adverse impact on the Company's yield on managed loans; (c) MBNA was suffering from an unseasonably sharp contraction in loans during Q1 2005 causing total managed loans to decrease; (d) the Company had been aggressively recognizing gains on sales of securitized no-interest loan receivables through off-balance sheet funding structures; (e) MBNA was experiencing higher-than-expected delinquencies during Q1 2005; (f) the Company had reversed its margin-protection strategy of reducing reliance on no-interest loans and teaser promotions and was instead increasing its offering of no-interest loans, which, by defendants' own admissions, will significantly reduce future earnings; (g) losses on loan receivables and managed loans had increased; (h) approximately 50% of MBNA's receivables were on variable floating interest rates while approximately 80% of the Company's funding was tied to LIBOR, such that the Company's cost of funds was increasing more rapidly than the interest payments it was receiving from borrowers when interest rates increased; (i) due to the increase in prepays, the interest-only securitization strip securities valued on the Company's books at $1.3 billion were overstated; and (j) the Company's previously announced Q1 2005 restructuring charge had doubled. As a result of these false statements, MBNA's stock traded at inflated levels during the Class Period which permitted the Company's top officers and directors to sell more than $75 million worth of their own shares. Following the Company's April 21, 2005 disclosures concerning its business operations, financial results and reduced 2005 earnings expectations, the Company's stock price plummeted from its closing price of $23.11 on the close of April 20, 2005 to below $19 per share on extremely high trading volume of 51 million shares.
On October 13, 2005, the Court entered the Order granting the motions to consolidate the cases. On December 12, 2005, the plaintiff filed a Consolidated Amended Class Action Complaint, and the defendants responded by filing a motion to dismiss.
On July 6, 2007 the judge entered an order granting in part and denying in part the defendants' motions to dismiss. Count I was dismissed as to one individual, all other parts of the motion to dismissed were denied. One month later defendants filed their answer to the complaint.
On February 17, 2009, parties submitted a letter to the judge announcing a agreement in principle to settle the case. Included in the letter was a motion to stay the proceedings while parties finish drafting the preliminary settlement documents. The Judge quickly granted the motion for stay and the court is now expecting the filing of a Stipulation of Settlement.
On May 1, 2009 plaintiffs filed motions for preliminary approval of a $25 million settlement agreement. The motion was granted and a Settlement Fairness Hearing was scheduled for October 6, 2009.
On October 6, 2009, the Fairness Hearing was held before Chief Judge Gregory M. Sleet. The Court entered the Order and Final Judgment approving the settlement and dismissing the action with prejudice. Plaintiffs’ Counsel was awarded 30% of the gross Settlement Fund and $1,100,869.79 in reimbursement of expenses.